Deliveries at Closing Clause Samples
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Deliveries at Closing. At the Closing, the Company shall deliver, or cause to be delivered, to Purchaser:
(a) all pay-off letters duly executed by the holders of all Repaid Indebtedness (such documents collectively, the “Pay-Off Letters”), indicating (i) the amounts required in order to pay in full all such Repaid Indebtedness (such amounts collectively, the “Pay-Off Amount”) and (ii) that upon payment of the Pay-Off Amount, all outstanding obligations of the Company or its Subsidiary, as applicable, arising under or related to such Repaid Indebtedness shall be repaid and extinguished in full and that, if applicable, upon receipt of such payment, such Person shall release its Liens and other security interests in, and agree to deliver UCC-3 termination statements and such other documents or endorsements necessary to release of record its Liens and other security interest in, and the same shall be terminated and of no further force and effect, the assets and properties of the Company and its Subsidiary;
(b) certification from the Company that none of the equity securities of the Company (including the Common Shares and the Stock Options) is a U.S. real property interest, and the notice to accompany such statement, specified in Treasury Regulations §1.1445-2(c)(3)(i) and §1.897-2(h);
(c) a certificate, dated not earlier than two (2) business days prior to the Closing Date, of the Secretary of State or comparable Governmental Authority of the state of organization of the respective Acquired Company stating that such Acquired Company is in good standing or has comparable active status in such jurisdiction;
(d) copies of the executed Letters of Transmittal with original Certificates;
(e) copies of the Option Surrender Agreements in a form reasonably satisfactory to Purchaser, duly executed by the Company and each Optionholder;
(f) a copy of the executed Stockholder Written Consent, which Stockholder Written Consent is in full force and effect and constitutes all the resolutions adopted by the Securityholders in connection with the Transactions;
(g) all approvals, consents and waivers that are listed on Schedule 3.02 (excluding approvals with respect to any Repaid Indebtedness) of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Purchaser at or prior to the Closing;
(h) a certificate executed by an officer of the Company, in form and substance reasonably acceptable to Purchaser, dated as of the Closing Date, certifying t...
Deliveries at Closing. Seller shall have delivered, or caused to be delivered, to Buyer, the documents, properly executed and dated as of the Closing Date, required by Section 2.5(a).
Deliveries at Closing. At the Closing, (i) Seller shall deliver to Buyer the various certificates, instruments, and documents referred to in §7(a) below, (ii) Buyer will deliver to Seller the various certificates, instruments, and documents referred to in §7(b) below, (iii) Seller will deliver to Buyer newly-issued stock certificates representing all of the Purchased Shares, and (iv) Buyer will deliver to Seller the Purchase Consideration specified in §2(b) above.
Deliveries at Closing. (a) At the Closing, the Company shall deliver to each Standby Purchaser the following:
(i) A certificate or certificates representing the number of shares of Common Stock issued to such Standby Purchaser pursuant to Section 2 hereof; and
(ii) A certificate of an officer of the Company on its behalf to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects on and as of the Closing Date, with the same effect as if made on the Closing Date.
(b) At the Closing, each Standby Purchaser shall deliver to the Company the following:
(i) Payment of the Subscription Price of the Securities purchased by such Standby Purchaser, as set forth in Section 2(c) hereof; and
(ii) A certificate of such Standby Purchaser to the effect that the representations and warranties of such Standby Purchaser contained in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date.
Deliveries at Closing. Buyer shall have delivered or caused to be --------------------- delivered to Sellers the documents, each properly executed and dated as of the Closing Date required pursuant to Section 2.3(b). Buyer shall also have made the payments described in Section 2.2.
Deliveries at Closing. First Federal shall have delivered to Frankfort First such certificates and documents of officers of First Federal and of public officials as shall be reasonably requested by Frankfort First to establish the existence of First Federal and the due authorization of this Agreement and the transactions contemplated by this Agreement by First Federal.
Deliveries at Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing (a) the Seller shall deliver or cause to be delivered the various documents, certificates and instruments listed in Section 7; and (b) the Purchaser shall cause to be delivered the various documents, certificates and instruments listed in Section 6.
Deliveries at Closing. At the Closing, Seller shall deliver to Buyer:
(a) A special warranty deed (the “Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions;
(b) A bill of sale with usual warranties conveying good title to the Property;
(c) A non-foreign status affidavit executed by ▇▇▇▇▇▇;
(d) Evidence satisfactory to Buyer of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein;
(e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by ▇▇▇▇▇ and Seller;
(f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing;
(g) A certificate containing the information necessary to complete a 1099-S Form;
(h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and
(i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing;
(j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing date.
(k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property.
(l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.
Deliveries at Closing. The following documents will be executed and delivered, as applicable, by Buyer or Seller, as applicable, at or prior to the Closing:
Deliveries at Closing. At the Closing: